Brussels, 27/03/2007 (Agence Europe) - On Tuesday 27 March, the Ecofin Council marked its political agreement on the proposed directive on the prudential assessment of acquisitions and stake increases in financial sector entities (see EUROPE 9263). Poland, which did not lift a final reservation on one aspect of the text, voted against and asked for a declaration to be annexed to the minutes of the meeting of the European finance ministers. The political agreement of the Council takes up the opinion adopted in mid-March by the European Parliament, which was itself based on a previous interinstitutional compromise (see EUROPE 9386). The directive will be officially adopted as a non-debated point at the forthcoming Ecofin Council and will be applied 18 months after its publication in the Official Journal of the EU.
During a brief public deliberation, Charlie McCreevy, the commissioner for the internal market, laid out the principal elements of the directive. “I support the text as approved by the European Parliament”, he stated.
Poland was the only national delegation to ask for the floor. “Poland is unable fully to accept the wording” of the proposed directive, said Zyta Gilowska, the deputy prime minister. She pointed out that Polish legislation provides for “more and higher thresholds” (“66% and 75% respectively”) than the future directive for the voting rights and capital shares, above which a financial entity hoping to acquire another entity or to increase its stake in another entity, must notify its intentions to the competent authorities. The directive provides for this notification to be made after three thresholds have been reached: 20%, 30% and 50%. Ms Gilowska pointed out that her country had flagged up this problem on several occasions. Commenting that Poland was “very isolated on this point”, Peer Steinbrück, the German finance minister, said that Poland's desiderata could not be taken up by the Council.
Under current European legislation, the competent authority can oppose a cross-border merger or equity participation if it is not satisfied with the quality of the potential acquirer. The future directive brings in the following criteria, which will help to clarify the term “quality”: the reputation of the acquirer, the experience of the management of the future entity, the financial soundness of the acquirer, its respect of European legislation, any suspicions of money laundering or funding of terrorism which may impinge upon the new entity. As soon as it receives notification of an equity participation or an acquisition, the competent authority of the member state where the target entity is situated will have 60 working days to return its decision. It will be authorised to ask for additional information no later than the 50th day of this investigation period, which will extend this period by a further 20 working days (30 if the potential acquirer is established outside the EU).
This directive was proposed further to the difficulties encountered by two European banks which tried to take over two Italian banks in 2005. The national competent authority- in this case, the Bank of Italy- intervened in order to try to block the Dutch bank ABN Amro from taking control of the Italian bank Antonveneta. Antonio Fazio, the governor of the Bank of Italy at the time, was obliged to step down and Italian legislation was modified. (mb)